"Matters to Consider for the 2017 Annual Meeting and Reporting Season"
Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should...
View Article"Avoiding an ISS Negative Recommendation: Considerations for Companies...
As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in...
View ArticleExecutive Compensation and Benefits Alert: Nuisance Plaintiffs Pursue Novel...
The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting...
View ArticlePotential Impact of Financial CHOICE Act on Corporate Governance and SEC...
On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse...
View ArticleSEC and Staff Issue Welcome Guidance Introducing Flexibility and Practicality...
On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release on the pay ratio disclosure requirements in Item 402(u) of Regulation S-K, and the staff of the...
View ArticleSurprise ISS Survey Results Reveal That Investors Intend to Use Pay Ratio...
Institutional Shareholder Services (ISS) released the results of its annual global benchmark voting policy survey on September 25, 2017. In a surprise result, the survey found that nearly 75 percent of...
View ArticleExecutive Compensation Under the Tax Cuts and Jobs Act: The End of Executive...
If enacted, the newly proposed Tax Cuts and Jobs Act would effectively put an end to many of the most widely used forms of executive compensation: - Deferred compensation and stock options would...
View ArticleExecutive Compensation Under the Tax Cuts and Jobs Act: Chairman’s Amendment...
The November 6, 2017, House Ways and Means Committee Chairman Kevin Brady’s Amendment to the Amendment in the Nature of a Substitute to H.R. 1, the Tax Cuts and Jobs Act (originally proposed November...
View ArticlePreparing for Tax Reform: The Current State of Play on Proposed Changes to...
On November 16, 2017, the House of Representatives voted to approve its version of the Tax Cuts and Jobs Act. The Senate is expected to vote on its version of the bill following the Thanksgiving break,...
View ArticleISS Announces 2018 Updates to US Proxy Voting Guidelines
Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a...
View ArticleMatters to Consider for the 2018 Annual Meeting and Reporting Season
Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and...
View ArticleBoards Beware: Delaware Supreme Court Limits Application of Deferential...
On December 13, 2017, the Delaware Supreme Court issued an opinion, In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, holding that, except under limited circumstances, the court will...
View ArticleSection 162(m) After the Tax Cuts and Jobs Act: What to Do Now
On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act), which includes significant changes to the executive compensation deduction rules in Section 162(m) of the...
View ArticleTax Cuts and Jobs Act: Impact on Tax-Exempt Organizations
On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (the Act), which imposes a new excise tax on certain tax-exempt organizations for compensation paid to their...
View ArticleSEC Reporting & Compliance and Corporate Governance Series
On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee...
View ArticleIRS Issues Anticipated Guidance on Covered Employees and Grandfathering Rules...
On August 21, 2018, the Treasury Department and the Internal Revenue Service (IRS) issued Notice 2018-68, which provides eagerly awaited guidance for changes that were made to Section 162(m) of the...
View ArticleISS Delays Application of Excessive Nonemployee Director Compensation Policy...
In 2017, Institutional Shareholder Services (ISS) introduced a policy providing for potential adverse vote recommendations for the members of a company’s board responsible for approving/setting...
View Article2019 Compensation Committee Handbook
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. The fifth edition of the Compensation Committee Handbook, authored by our Executive...
View ArticleISS Issues FAQ Related to 2019 US Compensation Policies
On December 14, 2018, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Compensation Policies effective for shareholder meetings occurring on...
View ArticleReminder: Review Equity Award Forms for Massachusetts Employees
Many employers make annual employee equity grants in late February and March. This year, companies should review their form equity award agreements to determine whether a different form is needed for...
View ArticleA Pipe Is Indeed a Pipe: Delaware Court of Chancery Provides Important...
On October 30, 2019, the Delaware Court of Chancery struck a major blow against the plaintiffs’ bar’s efforts to lower the statutory hurdle to maintaining stockholder derivative claims. A stockholder...
View ArticleRecent Sun Capital Decision Reverses Lower Court's Ruling That Funds Are...
The First Circuit, however, disagreed with the lower court. Analyzing the multi-factor test for establishing partnership status under federal tax court precedent and noting the lack of other formal...
View ArticleMatters To Consider for the 2020 Annual Meeting and Reporting Season
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and...
View ArticleRecommendations for Compensation Committees During the COVID-19 Crisis
As discussed in our March 20, 2020, client alert “Thoughts for Boards of Directors on the COVID-19 Crisis,” COVID-19 is testing the oversight skills of boards of directors as companies come to terms...
View ArticleCARES Act Provides Much-Needed Stimulus for U.S. Businesses, Individuals
On March 27, 2020, Congress approved the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide financial assistance to individuals and businesses, which in aggregate greatly exceeds...
View ArticleCARES Act Provides Payroll Relief and Compensation Restrictions
The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) became law on March 27, 2020, providing financial assistance to individuals and businesses impacted by the COVID-19 pandemic, as...
View ArticleProxy Advisory Firms Issue Compensation-Related Guidance Regarding the...
As discussed in our March 23, 2020, client alert “Recommendations for Compensation Committees During the COVID-19 Crisis,” compensation committees charged with implementing programs intended to...
View ArticleCertain Deferred Compensation Plans Must Be Amended by December 31, 2020
Transition relief for amending nonqualified deferred compensation (NQDC) plans to reflect the 2017 amendments to Section 162(m) of the Internal Revenue Code will expire on December 31, 2020....By:
View Article2021 Compensation Committee Handbook
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This seventh edition of the Compensation Committee Handbook from the lawyers of the...
View ArticleMatters To Consider for the 2022 Annual Meeting and Reporting Season
Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent...
View ArticleSEC Announces Proposals Relating to Rule 10b5-1, Share Repurchases and Other...
On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed several amendments and new disclosure requirements intended to address what it perceives as potentially abusive...
View Article2022 Compensation Committee Handbook
Preface The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the...
View ArticleSEC Adopts Long-Awaited Final Pay Versus Performance Disclosure Rules
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the...
View ArticleSEC Adopts Final Clawback Rules and Disclosure Requirements
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank...
View ArticleMatters To Consider for the 2023 Annual Meeting and Reporting Season
Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent...
View ArticleSEC Amends Rules for Rule 10b5-1 Trading Plans and Adds New Disclosure...
On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices...
View Article$1.7 Trillion Spending Package Includes Significant Changes to Retirement Plans
On December 29, 2022, President Joe Biden signed into law the Consolidated Appropriations Act of 2023, which includes the SECURE 2.0 Act of 2022 (SECURE 2.0). SECURE 2.0 is an expansion of the Setting...
View ArticleFTC Proposes Broad Ban on Worker Noncompete Clauses
On January 5, 2023, the U.S. Federal Trade Commission (FTC) issued a notice of proposed rulemaking under the FTC Act with far-reaching implications for U.S. employers. If enacted and enforced, the...
View ArticleSEC Guidance Clarifies Some Issues Regarding Pay-Versus-Performance...
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP)...
View Article2023 Compensation Committee Handbook
Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the...
View ArticleSEC Provides Update on Timing of Dodd-Frank Clawback Rules
Earlier this week, the U.S. Securities and Exchange Commission (SEC) updated the expected timeline for finalizing the New York Stock Exchange (NYSE) and Nasdaq listing standards requiring listed...
View ArticleNYSE and Nasdaq Postpone Effective Date of Dodd-Frank Clawback Requirements
The New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) have each postponed the effective date for proposed listing standards implementing the Dodd-Frank clawback rules until October 2,...
View ArticleAre UK-Listed Companies Paying the Price for Executive Talent?
A key factor in recent discussions on revitalising London’s place as a capital markets and financial services hub has been a renewed attention on executive compensation. Recent comments made by Julia...
View ArticleSEC Approves Stock Exchange Rules for Dodd-Frank Clawbacks
On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards...
View ArticleSEC Staff Issues Additional Pay Versus Performance Compliance & Disclosure...
On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to...
View ArticleDecember 1 Deadline Approaches for Listed Companies To Adopt a Dodd-Frank...
By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq)...
View ArticleSEC Staff Issues New and Revised Pay-Versus-Performance Compliance &...
On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised...
View ArticleMatters To Consider for the 2024 Annual Meeting and Reporting Season
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure...
View Article[Audio] The Informed Board Podcast | CEO Succession Planning on a Clear Day
Succession planning for senior management should be an annual process, managed by the board. Our panel discusses best practices, including how to develop multiple and next-level candidates, how to keep...
View ArticleIRS Announces Plans To Increase Audits of Personal Use of Business Aircraft
On February 21, 2024, the Internal Revenue Service (IRS) announced plans to commence a focused audit effort targeting private aircraft usage by dozens of large corporations, large partnerships and...
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